EXHIBIT 5




November 27, 2002

Pacific Sunwear of California, Inc.
3540 East Miraloma Avenue
Anaheim, California  92806

      Re:   Registration of Securities of Pacific Sunwear of California, Inc.

Gentlemen:

      In connection with the registration of up to 2,000,000 shares of Common
Stock of Pacific Sunwear of California, Inc., a California corporation (the
"Company"), par value $0.01 per share (the "Shares"), under the Securities Act
of 1933, as amended (the "Act"), pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission on or about the date hereof, such Shares to be issued or delivered
pursuant to the Pacific Sunwear of California, Inc. 1999 Stock Award Plan, as
amended (the "Plan"), you have requested our opinion set forth below.

      In our capacity as such counsel we have examined originals or copies of
those corporate and other records of the Company we considered appropriate.

      On the basis of such examination and our consideration of those questions
of law we considered relevant, and subject to the limitations and qualifications
in this opinion, we are of the opinion that the Shares have been duly authorized
by all necessary corporate action on the part of the Company and when issued in
accordance with such authorization, the provisions of the Plan and relevant
agreements duly authorized by and in accordance with the terms of the Plan and,
upon payment for and delivery of the Shares as contemplated in accordance with
the Plan, and either (a) the countersigning of the certificate or certificates
representing the Shares by a duly authorized signatory of the registrar for the
Company's Common Stock, or (b) the book-entry of the Shares by the transfer
agent for the Company's Common Stock in the name of The Depository Trust Company
or its nominee, the Shares will be validly issued, fully paid and
non-assessable.

      We consent to your filing this opinion as an exhibit to the Registration
Statement.

                                    Respectfully submitted,

                                    /s/ O'Melveny & Myers LLP